On 3 June 2026, New York's adoption of the 2022 Uniform Commercial Code amendments became effective under S.B. 10075, signed by Governor Hochul on 5 December 2025. The operative provisions introduce new Article 12 and conforming amendments to existing Articles 1, 8, and 9, establishing a legal framework for controllable electronic records, digital assets, electronic payment rights, and electronic money under New York law.
Article 12 creates the category of controllable electronic record (CER), defined under Section 12-102 as a record in an electronic medium that can be subjected to control as defined in Section 12-105, meaning the ability to enjoy the benefits of, control the transfer of, and exclude all others from enjoying or controlling the record. Digital assets including tokens representing financial claims, utility rights, or other interests fall within Article 12 when they satisfy the control definition. Under new Section 9-328A, a security interest in a CER perfected by control takes priority over a security interest perfected only by filing a UCC-1 financing statement, even if the filing preceded the control arrangement. Section 9-314A governs the method of perfection by control.
The priority shift directly affects secured lenders, private credit funds, digital asset exchanges operating lending or margin businesses, custodians, and borrowers pledging tokenised securities or cryptocurrency as collateral in New York-governed transactions. Lenders that have perfected only by filing, without also obtaining a control agreement, are subordinate to any subsequent party that obtains control over the same CER. Existing credit facilities using digital assets as collateral entered into before 3 June 2026 have a transition period through 3 June 2027 to revise documentation to align with the new rules.
The amendments do not create a federal commercial law framework. Their application is confined to transactions governed by New York law, and states without parallel 2022 UCC amendments continue to govern digital asset security interests under traditional Article 9 filing rules. Cross-border transactions may encounter conflicting priority rules depending on governing law. The amendments also address electronic money under revised Article 9; stablecoins do not automatically qualify as electronic money under the statutory definitions and require case-by-case analysis.
Licentium advises on digital asset legal structuring, secured lending transactions, and regulatory compliance for exchanges and custodians operating under New York and cross-border frameworks. If the Article 12 amendments affect your financing arrangements or collateral structures, contact us at www.licentium.io. Work we undertake includes digital asset collateral structuring, UCC perfection and priority analysis, control agreement drafting, custody arrangement review, and cross-border digital asset transaction advisory.